VANCOUVER, BC, Aug. 26,
2022 /CNW/ - New Found Gold
Corp. ("New Found" or the "Company") (TSX-V:
NFG) (NYSE-A: NFGC) is pleased to announce that it has entered into
an equity distribution agreement dated August 26, 2022 (the "Equity Distribution
Agreement"), providing for an at-the-market equity offering program
(the "ATM"), with BMO Nesbitt Burns Inc., Paradigm Capital Inc.
(together, the "Canadian Agents") and BMO Capital Markets Corp.
(the "U.S. Agent" and, together with the Canadian Agents, the
"Agents").
The ATM will allow New Found, through the Agents, to, from time
to time, offer and sell, in Canada
and the United States through the
facilities of the TSX Venture Exchange ("TSXV") and NYSE American,
such number of common shares as would have an aggregate offering
price of up to US$100 million. Sales
of the common shares, if any, will be made in transactions that are
deemed to be "at-the-market distributions" as defined in National
Instrument 44-102 – Shelf Distributions and an "at-the-market
offering" as defined in Rule 415 under the United States Securities
Act of 1933, as amended, including sales made by the Agents
directly on the TSXV, the NYSE American or any other trading market
for common shares in Canada or
the United States or as otherwise
agreed between the Agents and the Company. The ATM will be
effective until August 22,
2024 unless terminated prior to such date by New Found or
otherwise in accordance with the Equity Distribution Agreement.
The timing and extent of the use of the ATM will be at the
discretion of the Company. Accordingly, total gross proceeds from
equity offerings under the ATM could be significantly less than
US$100 million.
The Company intends to use any proceeds from the ATM to fund its
exploration and drilling at the Queensway Project and commissioning
of mineral resource estimates, exploration and drilling at the
Lucky Strike Project as well as for general, corporate, and
administrative expenses. The actual allocation of the proceeds may
vary depending on the amount raised, the time periods during which
the proceeds are raised and future developments in relation to the
Company's projects and unforeseen events.
The sale of the Company's common shares through the ATM will be
made pursuant to, and qualified in Canada by, a prospectus supplement dated
August 26, 2022 (the "Prospectus
Supplement") to the base shelf prospectus of the Company dated
July 22, 2022 (the "Base
Prospectus"), and in the United
States pursuant to a prospectus supplement dated
August 26, 2022 (the "U.S. Prospectus
Supplement") to the Company's final base shelf prospectus contained
in the Company's effective registration statement on Form F-10
(File No. 333-266285) (the "U.S. Registration Statement") filed
with the United States Securities and Exchange Commission.
Copies of the Prospectus Supplement and Base Prospectus may be
obtained for free from SEDAR at www.sedar.com, and copies of the
U.S. Registration Statement and the U.S. Prospectus Supplement may
be obtained for free from EDGAR on the SEC website at www.sec.gov.
Alternatively, either of the following Agents participating in the
ATM will arrange to send you these documents if you make a request
by contacting:
In Canada:
BMO Capital
Markets
Brampton Distribution
Centre C/O
The Data Group of
Companies
9195 Torbram
Road
Brampton, Ontario L6S
6H2
Email: torbramwarehouse@datagroup.ca
Telephone: (905) 791-3151, ext. 4312
|
In the United
States:
BMO Capital Markets
Corp.
Attention: Equity Syndicate Department
151 W 42nd
Street, 32nd Floor
New York, New York
10036
Email: bmoprospectus@bmo.com
Telephone: (800)
414-3627
|
The common shares that may be issued by the Company under the ATM
have been conditionally approved for listing on the TSXV and have
been approved for listing on the NYSE American.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor will there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
About New Found Gold Corp.
New Found holds a 100% interest in the Queensway Project,
located 15km west of Gander,
Newfoundland, and just 18km from Gander International Airport. The project is
intersected by the Trans-Canada Highway and has logging roads
crosscutting the project, high voltage electric power lines
running through the project area, and easy access to a highly
skilled workforce.
Please see the Company's SEDAR profile at www.sedar.com.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
Forward-Looking Statement Cautions
This press release contains certain "forward-looking
statements" within the meaning of Canadian and U.S. securities
legislation (including the Private Securities Litigation Reform Act
of 1995), including statements relating to the ATM; the use of
proceeds of any offerings that may be completed pursuant to the
ATM; the use by the Company of the ATM; the benefits of the ATM,
drilling on the Queensway gold project and funding of the drilling
program. Although the Company believes that such statements are
reasonable, it can give no assurance that such expectations will
prove to be correct. Forward-looking statements are statements that
are not historical facts; they are generally, but not always,
identified by the words "expects," "plans," "anticipates,"
"believes," "intends," "estimates," "projects," "aims," "suggests,"
"potential," "goal," "objective," "prospective," "possibly," and
similar expressions, or that events or conditions "will," "would,"
"may," "can," "could" or "should" occur, or are those statements,
which, by their nature, refer to future events. The Company
cautions that forward-looking statements are based on the beliefs,
estimates and opinions of the Company's management on the date the
statements are made, and they involve a number of risks and
uncertainties. Consequently, there can be no assurances that such
statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
statements. Except to the extent required by applicable securities
laws and the policies of the TSXV or the NYSE American, the Company
undertakes no obligation to update these forward-looking statements
if management's beliefs, estimates or opinions, or other factors,
should change. Factors that could cause future results to differ
materially from those anticipated in these forward-looking
statements include risks associated with the Company's ability to
satisfy certain conditions under the Equity Distribution Agreement;
the Company's ability to obtain all necessary approvals in
connection with the ATM; possible accidents and other risks
associated with mineral exploration operations; the risks
associated with the interpretation of assay results and the
drilling program; the volatility of capital markets; uncertainty
regarding the availability of additional capital; and fluctuations
in commodity prices. The reader is urged to refer to the Company's
Annual Information Form and Management's Discussion and Analysis,
publicly available through the Canadian Securities Administrators'
System for Electronic Document Analysis and Retrieval (SEDAR)
at www.sedar.com or through the SEC's Electronic Data
Gathering and Retrieval System (EDGAR) at www.sec.gov for a more
complete discussion of such risk factors and their potential
effects.
SOURCE New Found Gold Corp.